Inching Toward Changes on the Board of Trustees

About an hour and a half into a discussion of recommendations to reform the Board of Trustees, Jim Broadhurst ’65 turned to Katelyn Mullen, vice president of the University Park Undergraduate Association and the student representative on the Board of Trustees’ standing committee on governance and long-range planning.

“Katelyn,” he said, “you want to start?”

Everyone on the committee laughed—Mullen included. The item on the table: Should the governor continue to be a voting member of the board?

So, yeah, that seemed like it could be a little sensitive for anyone, let alone the student rep. It’s a touchy issue—and one of many that those demanding changes in the Board of Trustees have identified as something that needs to be addressed.

James Broadhurst, chair of the governance committee (file photo)

But Mullen jumped right in and said she didn’t think the governor should have a vote. The rest of the committee agreed—just as it had earlier agreed that the university president should not be a voting member of the board, and just as it later agreed that a five-year waiting period before a trustee can become a university employee—or vice versa—is appropriate.

The trustees haven’t decided to make any of these changes. But the members of the governance committee did spend more than two hours weighing them Thursday afternoon, and that followed a four-hour private meeting of the entire board, which was devoted to addressing the governance reforms suggested in the Freeh report and by auditor general Jack Wagner. (A Faculty Senate report on governance isn’t finished yet, but trustees are anticipating its suggestions.)

Before that committee meeting, which was held the day before the board’s first public meeting of 2013, Broadhurst cautioned for the benefit of onlookers—mostly media, but a few interested members of the public—that the discussion was just that, a discussion, and that all initiatives would be presented to the full board as one resolution.

The plan, he said, is to identify areas of consensus, then submit a resolution with those changes to the bylaws to the full board. “We need to be very careful to not go to the board piecemeal with separate items,” said Broadhurst, who added that the committee “doesn’t know how the full board might feel.”

The governance committee is still working—monthly meetings are planned—and any potential bylaw changes need to be announced 30 days before they are voted upon. That makes the May 3 meeting the earliest possible date for a vote.

As Keith Masser ’73, the board’s new chair, said Friday in response to a reporter who wondered whether potential changes to how business and industry trustees are selected (another point of contention) would be discussed at that May meeting: “Things don’t move that fast around here.”

Governance committee member Joel Myers (file photo)

Broadhurst presented a brief report during Friday’s full board meeting, as did all of the chairs of the standing committees. But the report wasn’t particularly detailed, which is one of the reasons it’s so great that Thursday’s committee meetings are open to the public. Full board meetings always seem as though they’re planned to the second; there’s little debate or discussion, little revealing. The committee meetings, however, have proven to be more interesting.

Among the items the governance committee discussed:

—Being careful to not change just for the sake of change. Trustee Joel Myers ’61, ’63g, ’71g reminded the committee that before the Sandusky scandal broke, Penn State’s board structure had been “held up as a model, believe it or not,” in the world of governing bodies in higher education.

—Criteria for emeritus trustees. This was the second consecutive public committee meeting at which the members spent a significant amount of time discussing how to clarify the role of the emeritus trustees, which Peetz defined as primarily advisory.

—The role of the university president on the board. Everyone agreed that the president should not vote, but that she or he should still be a member of the board. (The question was raised as to whether not being a board member would turn off potential presidential candidates.) The university president should also not be the board secretary, everyone agreed, but the committee wants to talk further about who should fill that role. They want to define the role, then find the right person for it.

—The governor’s role on the board. Everyone agreed that the governor shouldn’t vote, but they are continuing to discuss whether she or he should be a non-voting member. There was some agreement that having at least a non-voting representative on the governor’s behalf is helpful, especially given Penn State’s status as a land-grant university. Broadhurst said he would like to speak with Gov. Tom Corbett about it.

—The waiting period before trustees can become university employees, and vice versa. Five years seemed to be the key number. Myers, the founder and president of Accu-Weather who also taught at Penn State for a number of years, became a trustee immediately upon retiring from the university, but said the waiting period wouldn’t have deterred him. Roger Egolf, the faculty representative and an associate professor of chemistry at Penn State Lehigh Valley, wondered if the same rules should apply, for instance, to an adjunct faculty member as a high-profile administrator. (For instance, Cynthia Baldwin ’66, ’74g went immediately from trustee to the university’s legal counsel, Dave Joyner ’72, ’76g, ’81g went from trustee to the acting athletic director, and Steve Garban ’59 went from the university administration to trustee.) The committee members seemed to think it was important to avoid the appearance of impropriety in every instance.

—Term limits for trustees. The discussion focused on whether the limit should be nine years or 12, with Jesse Arnelle ’55, ’62g cautioning that too much turnover could lead to “a lack of historical continuity.” Groups wanting to reform the board have maintained, however, that there’s not enough turnover. Among governance committee members, Arnelle has been on the board since 1969, Myers since 1981, and agricultural delegate Carl Shaffer since 1997. Not everyone has such a long tenure; Masser was elected as an agricultural delegate in 2008, and outgoing chair Karen Bretherick Peetz ’77 was appointed a business and industry trustee in 2010.

I don’t believe any university employee should be a voting member of the BOT. It’s a conflict of interest. The BOT should be made up of alumni, who are, or who had, experience in their life’s work.

2.Dan Bernitt | January 22, 2013 at 12:28 pm

As Keith Masser ’73, the board’s new chair, said Friday in response to a reporter who wondered whether potential changes to how business and industry trustees are selected (another point of contention) would be discussed at that May meeting: “Things don’t move that fast around here.”

Except when making horrible decisions like firing Joe with a phone call late at night. Same old, same old BOT. So disappointing.